Terms of Service

1. Agreement to these Terms

These Terms of Service (the “Terms”) are an agreement between Droplet, Inc. (“Droplet”, “we”, “us” or “our”) and the business or organization that creates an account, starts a free trial, signs an order form or otherwise uses the Service (“you”). The “Service” is the Droplet platform, this website, our integrations, reports and alerts, and the documentation that goes with them.

By using the Service you agree to these Terms. If you accept them for a company or other organization, you confirm that you have the authority to bind it. If you don't agree, or don't have that authority, please don't use the Service.

The Service is for business use by people who are at least 18. An order form or online plan selection (an “Order”) can set your plan, fees and any special terms, and it takes precedence over these Terms on those points. If you and Droplet have signed a separate written agreement for the Service, that agreement takes precedence over these Terms wherever the two conflict.

2. The Service

Droplet is a revenue assurance platform for finance and RevOps teams. It connects to your contract, CRM, usage and billing systems, compares them, and shows where revenue may be leaking. Depending on your plan, it organizes what it finds into findings, cases, reports and alerts.

Droplet only reads your data. Connections use read permissions, and the Service doesn't edit your invoices, contracts, customer records or billing system. You and your team decide what to correct, and you carry out any recovery yourselves.

Findings are estimates. Droplet spots possible billing and revenue issues in the data you connect, and the amounts it shows are estimates until your team confirms them. The Service supports your own review. It isn't accounting, tax, legal or financial advice, and we don't promise that it will find every issue or that any amount will be recovered.

We may improve, change or retire features over time. If a change materially reduces the Service you've paid for, we'll tell you in advance. Support is provided as described for your plan, and any service levels for Enterprise customers are set out in their Order.

3. Accounts and access

You need an account to use the Service. Give us accurate and current information and keep it up to date. You're responsible for what happens under your account, including the actions of the people you invite (“Authorized Users”), and for keeping your credentials secure.

• Give each person their own login, and don't share credentials.
• Assign roles, such as Admin, Finance or Viewer, so people have only the access they need.
• Tell us promptly if you think your account has been accessed without permission.

You're responsible for your Authorized Users' compliance with these Terms.

4. Free trial

Every plan starts with a free trial of 3 days, and you can start it without entering payment details. A trial is for evaluating the Service for your own business. Each organization is eligible for one trial unless we agree otherwise.

When the trial ends, you choose a plan to keep your findings and monitoring. If you don't, we won't charge you, and we may suspend your access and delete your trial workspace and its data 30 days after the trial ends. During a trial the Service is provided as is, with no commitment on availability or support, and we may limit or end it at any time.

5. Plans, fees and payment

Droplet is offered on Starter, Scale and Enterprise plans. What each plan includes, its limits (such as active contracts and data sources) and its price are on our pricing page or in your Order. Enterprise pricing is set in your Order.

• Billing. Subscriptions are billed monthly in advance unless your Order says otherwise. You authorize us to charge the payment method you give us. If you pay by invoice, payment is due within 30 days of the invoice date.
• Renewal and cancellation. Subscriptions renew automatically each month until you cancel. You can cancel at any time from your account or by contacting us, and the cancellation takes effect at the end of the current billing period. Fees already paid aren't refunded, unless the law requires it or your Order says otherwise.
• Plan changes. You can upgrade or downgrade at any time. An upgrade takes effect straight away and is charged pro rata for the rest of the billing period. A downgrade takes effect at the start of the next billing period.
• Price changes. We may change our prices for future billing periods. We'll give you at least 30 days' notice, and the new price applies from your next renewal.
• Taxes. Fees don't include sales, use, VAT, GST or similar taxes. You pay those, other than taxes on our income.
• Late or failed payments. If a payment fails, or an undisputed invoice is more than 15 days overdue, we may suspend the Service after notice until you pay. Overdue amounts may bear interest at 1% a month, or the highest rate the law allows if that is lower.
• Disputes. If you think an invoice is wrong, tell us within 30 days of the invoice date and pay the part that isn't in dispute.

6. Your data

“Customer Data” is the data you connect to or upload to the Service, such as contracts, CRM records, usage data, invoices and payment records, and the findings, cases and reports the Service produces from it. As between you and Droplet, you own your Customer Data.

You give us a limited, non-exclusive license to host, process and analyze Customer Data to provide and support the Service for you, to keep it secure and to meet legal requirements. We may also create aggregated and de-identified statistics that don't identify you, your customers or any person, and use them to run and improve the Service.

• You're responsible for your Customer Data, and for having the rights and permissions needed to connect it to the Service, including any notices to, or consents from, the people it's about.
• Connect only what the Service needs. Don't send us payment card numbers, bank account details, government ID numbers or other sensitive categories of personal data.
• We handle personal data in Customer Data as described in our Privacy policy and, where it applies, in a data processing addendum, which you can request from us.

When your subscription ends you can export your findings and reports for 30 days. After that we delete Customer Data as described under How long we keep information in the Privacy policy.

7. Third-party services

Droplet works with services you already use, such as Salesforce, HubSpot, Supabase, Stripe and Slack. When you connect one, you ask us to access it on your behalf and you confirm that you're allowed to. Those services are covered by their own terms and privacy policies, and we aren't responsible for them. You can disconnect a service at any time, and we'll stop reading from it.

Parts of the Service depend on those services. If one changes or becomes unavailable, the affected features may stop working or change.

8. Acceptable use

Use the Service lawfully and responsibly. You agree not to:

• Break any law or regulation, or infringe anyone's rights, in using the Service or connecting data to it.
• Access another customer's data, or probe, scan or test the Service's security, without our written permission.
• Interfere with or disrupt the Service, for example by overloading it, introducing malware or bypassing rate limits or plan limits.
• Reverse engineer, decompile or copy the Service, or use it to build a competing product, except where the law allows it despite this restriction.
• Resell the Service, make it available to anyone outside your organization or let others use your credentials.
• Extract data from the Service by automated means, such as scraping, other than through our supported integrations and exports.
• Use the Service to send spam, or to store or transmit anything unlawful, harmful or malicious.

We may investigate suspected violations, and we may suspend access where that's needed to protect the Service or other customers.

9. Security

We protect Customer Data with technical and organizational measures suited to its sensitivity. Data is encrypted in transit and at rest and kept separate from every other customer's data. Access to the Service is role-based, and on the plans that include it, an audit log records the actions people take. Our security overview describes these measures, and security documentation and questionnaires are available on request.

If we become aware of a security breach that affects your Customer Data, we'll tell you without undue delay and give you the information you reasonably need to respond. You're responsible for the security of your own systems and credentials, and for setting up roles and access sensibly.

10. Intellectual property

Droplet and its licensors own the Service, including its software, design, detection logic, documentation and trademarks, and any improvements to them. While your trial or subscription is active, you have a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes. We keep all rights that these Terms don't expressly give you.

You keep all rights in your Customer Data and your trademarks. If you give us feedback or suggestions about the Service, we may use them freely and without obligation to you. We won't use your name or logo to promote Droplet without your permission.

11. Confidentiality

Each of us (the “Recipient”) may receive non-public information from the other (the “Discloser”) that is marked confidential or that a reasonable person would understand to be confidential, such as Customer Data, pricing, product plans and security documentation (“Confidential Information”).

The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, protect it with at least reasonable care, and share it only with employees, contractors and advisers who need it and are bound by similar duties. These obligations last for five years after these Terms end, and for as long as the information remains a trade secret or, for Customer Data, for as long as we hold it.

Confidential Information doesn't include information that is or becomes public through no fault of the Recipient, that the Recipient already knew or developed independently, or that it received lawfully from someone else. The Recipient may disclose Confidential Information where the law requires it, giving the Discloser prompt notice where the law permits.

12. Warranties and disclaimers

Each of us confirms that it has the authority to enter into these Terms. We'll provide the Service with reasonable skill and care, and in line with its documentation in all material respects.

Except as stated in these Terms, the Service is provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We don't warrant that the Service will be uninterrupted or error-free, that it will detect every revenue issue, or that any estimate it shows will be accurate or recovered.

Some places don't allow certain disclaimers. Where that's the case, the disclaimers above apply only to the extent the law allows.

13. Indemnification

By us. We'll defend you against a third-party claim that the Service, used as these Terms allow, infringes that party's intellectual property rights, and we'll pay the damages and costs that a court finally awards or that we agree in a settlement. This doesn't cover claims that arise from your Customer Data, from changes you made, from combining the Service with something we didn't provide, or from use in breach of these Terms. If a claim is made or looks likely, we may modify the Service, get you the right to keep using it, or end the affected part and refund the fees you prepaid for the rest of the period. This section sets out our entire liability for infringement claims.

By you. You'll defend us against a third-party claim that arises from your Customer Data, or from your use of the Service in breach of these Terms or the law, and pay the damages and costs that a court finally awards or that you agree in a settlement.

How it works. The party seeking protection must tell the other promptly, let it control the defense and settlement, and cooperate reasonably. The other party may not settle in a way that admits fault on the protected party's behalf without its consent.

14. Limitation of liability

To the extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, goodwill or data, or for lost revenue, including revenue the Service doesn't find or help you recover, even if we were told they were possible.

Each party's total liability arising out of or relating to these Terms is limited to the fees you paid or owed to Droplet for the Service in the 12 months before the event that gave rise to the claim, or US$100 if you haven't paid us any fees.

These limits apply to every kind of claim, including contract, tort and negligence. They don't apply to liability for fraud, gross negligence or willful misconduct, to any liability that can't be limited by law, or to your obligation to pay fees.

15. Term and termination

These Terms start when you first use the Service and continue while you have a trial or a subscription.

• By you. You can stop using the Service and cancel your subscription at any time, as described in Plans, fees and payment.
• By us. We may suspend or end your access if you materially breach these Terms and don't fix it within 30 days of our notice. We may do so immediately if you breach Acceptable use, if that's needed to protect the Service or other customers, or if the law requires it. We may end a free trial at any time.
• What happens next. Your right to use the Service ends. You can export your findings and reports for 30 days, after which we delete Customer Data as described in the Privacy policy. Fees you owe stay payable.
• What continues. Sections that by their nature should continue do so, including those on fees owed, intellectual property, confidentiality, disclaimers, liability, indemnification and governing law.

16. Changes to these Terms

We may update these Terms from time to time, for example to reflect new features or changes in the law. We'll post the new version here with a new “Last updated” date. For material changes we'll also tell you by email or in the Service at least 30 days before they take effect. If you keep using the Service after that, you accept the changes. If you don't accept them, you can cancel before they take effect and you won't be charged for any period after the cancellation.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods doesn't apply.

If a dispute arises, please contact us first so that we can try to resolve it informally. If we can't resolve it within 30 days, the state and federal courts located in Delaware have exclusive jurisdiction, and each of us consents to them. Either of us may ask any competent court for urgent relief to protect its intellectual property or Confidential Information.

18. General terms

• Entire agreement. These Terms, your Order and the policies they refer to are the entire agreement between us about the Service and replace earlier discussions about it.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or a sale of substantially all of your business. We may assign them to an affiliate or a successor.
• Notices. We'll send notices to the email address on your account or through the Service. You can send notices to us through the contact link below.
• Force majeure. Neither of us is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Severability and waiver. If a part of these Terms can't be enforced, the rest stays in effect. Not enforcing a right isn't a waiver of it.
• Relationship. We're independent contractors. These Terms create no partnership, agency or employment, and no one else has rights under them.
• Compliance. You won't use the Service in breach of export control or sanctions laws, or for anyone those laws prohibit us from serving.

19. Contact us

Questions about these Terms? Contact us and we'll get back to you.

For how we handle personal information, see our Privacy policy. For what this website stores in your browser, see our Cookie policy.